Kathleen Ciaramello
J&J SNACK FOODSAbout Kathleen E. Ciaramello
Kathleen E. Ciaramello (age 61) is a former senior executive of The Coca‑Cola Company with 36+ years of experience across sales, marketing, and customer leadership, retiring in 2021 (roles included Chief Customer Officer in 2021 and President, Foodservice & On‑Premise 2013–2021). She is nominated for election as an independent director of J & J Snack Foods at the February 12, 2025 annual meeting for a term ending at the 2030 annual meeting; if elected, the Board has determined she will be independent and she currently has no committee assignments. She previously served on the National Restaurant Association board (2016–2021) and currently serves on the board of ABARTA, Inc. (private).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca‑Cola Company | Chief Customer Officer | 2021 | Executive leadership of customer strategy for a global beverage leader |
| The Coca‑Cola Company | President, Foodservice & On‑Premise Business Unit | 2013–2021 | Led foodservice/on‑premise channel; deep operator and channel experience |
| The Coca‑Cola Company | Vice President, East Zone | 2009–2013 | Commercial and P&L leadership |
| The Coca‑Cola Company | Group VP, Strategic Partnership Marketing | 2006–2009 | Strategic alliances and partner marketing |
| The Coca‑Cola Company | VP, Strategic Alliances | 2001–2006 | Enterprise partnerships and alliances; inaugural Women’s Leadership Council member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ABARTA, Inc. (private) | Director | Current | Private beverage company board service |
| National Restaurant Association | Director | 2016–2021 | Industry policy and operator insights; aligns with JJSF’s foodservice exposure |
Board Governance
- Nomination and term: Nominated November 2024 to replace founder and Chairman Emeritus Gerald B. Shreiber upon his term end; proposed term ends 2030.
- Independence: Board determined she will be independent if appointed.
- Committee assignments: None at nomination.
- Board structure and leadership: CEO is also Chairman (combined role since Nov 2023); independent directors hold executive sessions without management.
- Board meetings and attendance: Four board meetings in FY2024; all directors met ≥75% attendance except G. B. Shreiber (25% of board meetings) and S. R. Brown (2 of 3 Nominating Committee meetings).
- Stock ownership guidelines (directors): 1,500 shares within three years of election; all current non‑employee directors meet this except R. Jackson (appointed May 2022).
- Anti‑hedging/pledging: Directors prohibited from hedging JJSF stock and from hypothecating/encumbering shares (unless approved).
- Audit Committee financial expert: Audit Committee does not designate a “financial expert” as defined by SOX 407.
- Governance provisions: Founder’s special board voting rights cease when he leaves the board after the 2025 annual meeting; charter includes 10% shareholder voting cap and expanded voting rights for “Experienced Directors” in hostile change of control scenarios.
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual fee (non‑employee directors) | $155,000 | Paid within 10 days of annual meeting; may elect shares in lieu of cash at FMV on payment date. |
| Audit Committee Chair retainer | +$10,000 | Additional to annual fee. |
| Meeting fees | None disclosed | No per‑meeting fees disclosed. |
2024 Director Compensation (context)
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation | Total ($) |
|---|---|---|---|
| Gerald B. Shreiber | — | $3,591 (benefit value) | $3,591 |
| Sidney R. Brown | $155,000 | — | $155,000 |
| Roy C. Jackson | $155,000 (incl. $93,000 elected in 634 shares at $146.63) | — | $155,000 |
| Mary M. Meder | $155,000 (incl. $80,000 elected in 546 shares at $146.63) | — | $155,000 |
| Vincent A. Melchiorre | $155,000 | — | $155,000 |
| Marjorie S. Roshkoff | $155,000 | — | $155,000 |
| Peter G. Stanley | $165,000 | — | $165,000 |
Implications for Ciaramello if elected: She would be eligible for the $155,000 annual fee (pro‑rated if partial year) and could elect to take all/part in JJSF shares; additional retainers only if later assigned as Audit Chair.
Performance Compensation (Director)
| Element | Terms/Metric | Status |
|---|---|---|
| Performance‑based director pay | None disclosed for directors | The plan provides an annual fee and optional share election; no director PSUs/RSUs specified. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (past five years) for Ciaramello. |
| Private/non‑profit boards | ABARTA, Inc. (current); National Restaurant Association (2016–2021). |
| Potential interlocks within JJSF board | Roy C. Jackson (ex‑Coca‑Cola; NRA executive role) and CMO Lynwood Mallard (ex‑Coca‑Cola) suggest strong informal network ties in foodservice/beverage; no related‑party transactions disclosed with Ciaramello. |
Expertise & Qualifications
- Industry: Deep foodservice and on‑premise beverage/channel expertise; sales and marketing leadership; veteran of global consumer packaged beverages.
- Board skills flagged by JJSF: Industry Experience; Sales and Marketing; Management Experience.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Dec 15, 2024) | Not disclosed for Ciaramello (not yet a director at record date; nominee only). The table lists current directors/executives; nominee not shown. |
| Director stock guideline | 1,500 shares within 3 years of election. |
| Hedging/pledging | Prohibited absent committee approval. |
| Section 16 compliance | Company states all Section 16(a) filings by officers/directors and >10% holders were compliant in FY2024. |
Compensation & Governance Context (for investor confidence)
- Say‑on‑pay support: 97% support at 2024 annual meeting; Compensation Committee made no significant changes for FY2024, citing strong support.
- Board composition/independence: 5 of 8 directors are independent; all three standing committees are fully independent.
- Committee composition (FY2024): Audit (Stanley‑Chair; Jackson; Melchiorre; Meder). Compensation (Brown‑Chair; Jackson; Stanley). Nominating & Governance (Melchiorre‑Chair; Brown; Meder; Jackson).
Related‑Party/Conflict Review
- Ciaramello: No related‑party transactions disclosed.
- Notable related‑party items (broader board/family): Multiple family members of certain executives/directors employed or providing services; e.g., relatives of G. B. Shreiber and D. Fachner; consulting fees to M. Roshkoff’s spouse’s firm; the Board determined Director S. R. Brown independent despite his company (NFI) providing logistics/DC services and leasing a building to JJSF, citing immateriality relative to scale.
- Policy framework: Related‑party transactions screened by CFO and reviewed by Nominating & Governance Committee; directors with an interest recuse.
Risk Indicators & RED FLAGS
- Combined CEO/Chair structure (no Lead Independent Director disclosed) increases importance of committee oversight and independent sessions.
- No designated Audit Committee Financial Expert under SOX 407.
- Multiple disclosed family employments and service relationships (nepotism optics), though governed by policy and committee review.
- Founder’s special board voting rights end when his term ends post‑2025 meeting, which should reduce governance asymmetry going forward.
- Positive: Anti‑hedging/pledging prohibitions; director ownership guidelines; independent committees; strong say‑on‑pay outcome.
Governance Assessment
- Board effectiveness: Ciaramello brings highly relevant operator/channel expertise in foodservice that is strategically aligned with JJSF’s distribution and away‑from‑home businesses; expected independent status supports objective oversight.
- Alignment: Director pay is a flat retainer with optional share election; ownership guideline (1,500 shares in 3 years) and anti‑hedging/pledging policies promote long‑term alignment.
- Conflicts: No related‑party exposure disclosed for Ciaramello; soft interlocks with other ex‑Coca‑Cola leaders are informational, not transactional.
- Oversight considerations: Absence of an Audit Committee Financial Expert and combined CEO/Chair are structural watch‑items; the cessation of founder special voting rights post‑meeting is a favorable governance evolution.